August 2, 2021
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | SLR Investment Corp. File No. 814-00754 |
Rule 17g-1(g) Fidelity Bond Filing |
Dear Sir or Madam:
Enclosed for filing, on behalf of SLR Investment Corp. (f/k/a Solar Capital Ltd.) (the Corporation), pursuant to Rule 17g-1(g) of the Investment Company Act of 1940, please find the following:
(i) a copy of the joint fidelity bond covering the Corporation, SLR Senior Investment Corp. (f/k/a Solar Senior Capital Ltd.) (SLR Senior), SCP Private Credit Income BDC LLC (PCI BDC) and SLR HC BDC LLC (HC BDC), which includes a statement as to the period for which premiums have been paid (the Fidelity Bond) (attached as Exhibit A);
(ii) a Certificate of the Secretary of the Corporation containing the resolutions of the Board of Directors approving the amount, type, form and coverage of the Fidelity Bond and a statement as to the period for which premiums have been paid (attached as Exhibit B);
(iii) a copy of the Agreement Regarding the Allocation of Fidelity Bond Recoveries by and among the Corporation, SLR Senior, PCI BDC and HC BDC (attached as Exhibit C); and
(iv) a statement showing the amount of a single insured bond, which each of the Corporation, SLR Senior, PCI BDC and HC BDC would have been required to provide and maintain had each of the Corporation, SLR Senior, PCI BDC and HC BDC not been named as a joint insured under the Fidelity Bond (attached as Exhibit D).
Very truly yours,
|
SLR INVESTMENT CORP.
|
/s/ Richard L. Peteka |
Richard L. Peteka |
Chief Financial Officer, Treasurer and Secretary |
Enclosures
EXHIBIT A
Disclosure Statement |
It is our pleasure to present the enclosed policy to you
for presentation to your customer.
INSTRUCTION TO AGENT OR BROKER:
WE REQUIRE THAT YOU TRANSMIT THE ATTACHED/ENCLOSED DISCLOSURE STATEMENT TO THE CUSTOMER WITH THE POLICY.
Once again, thank you for your interest, and we look forward to meeting your needs and those of your customers.
U-GU-873-A CW (06/11)
Page 1 of 1
Disclosure Statement |
NOTICE OF DISCLOSURE FOR AGENT & BROKER COMPENSATION
If you want to learn more about the compensation Zurich pays agents and brokers visit:
http://www.zurichnaproducercompensation.com
or call the following toll-free number: (866) 903-1192.
This Notice is provided on behalf of Zurich American Insurance Company
and its underwriting subsidiaries.
U-GU-874-A CW (06/11)
Page 1 of 1
Important Notice In Witness Clause |
In return for the payment of premium, and subject to the terms of this policy, coverage is provided as stated in this policy.
IN WITNESS WHEREOF, this Company has executed and attested these presents and, where required by law, has caused this policy to be countersigned by its duly Authorized Representative(s).
[ ] | [ ] | |
President | Corporate Secretary |
QUESTIONS ABOUT YOUR INSURANCE? Your agent or broker is best equipped to provide information about your insurance. Should you require additional information or assistance in resolving a complaint, call or write to the following (please have your policy or claim number ready):
Zurich in North America
Customer Inquiry Center
1299 Zurich Way
Schaumburg, Illinois 60196-1056
1-800-382-2150 (Business Hours: 8am - 4pm [CT])
Email: info.source@zurichna.com
U-GU-319-F (01/09)
Page 1 of 1
Financial Institution Bond Standard Form No. 14, Revised to October, 1987 |
Fidelity and Deposit Company of Maryland
Administrative Office
1299 Zurich Way
Schaumburg, IL 60196
(stock insurance company, herein called Underwriter)
Bond No.: FIB 6536279-01
DECLARATIONS
Item 1. | Name of Insured (herein called Insured): | |
SLR Capital Partners, LLC fka Solar Capital Partners, LLC | ||
Principal Address: | ||
500 Park Ave, 3rd Floor | ||
New York, NY 10022 | ||
USA
| ||
Item 2. | Bond Period: From 12:01 a.m. 03/01/2021 to 12:01 a.m. 03/01/2022 standard time at the Principal Address shown in Item 1. above.
| |
Item 3. | The Aggregate Liability of the Underwriter during the Bond Period shall be $ 5,000,000
| |
ltem 4. | Subject to Sections 4. and 11. hereof, | |
the Single Loss Limit of Liability is $ 5,000,000 | ||
and the Single Loss Deductible is $ 25,000 | ||
Provided, however, that if any amounts are inserted below opposite specified Insuring Agreements or Coverage, those amounts shall be controlling. Any amount set forth below shall be part of and not in addition to amounts set forth above. (If an Insuring Agreement or Coverage is to be deleted, insert Not Covered.) |
Amount applicable to: |
Single Loss | Single Loss | ||||||
Limit of Liability | Deductible | |||||||
Insuring Agreement (D)FORGERY OR ALTERATION |
$ | 5,000,000 | $ | 25,000 | ||||
Insuring Agreement (E)SECURITIES |
$ | 5,000,000 | $ | 25,000 | ||||
Coverage on Partners |
$ | Not Covered | $ | N/A | ||||
Optional Insuring Agreements and Coverages: | ||||||||
$ | N/A | $ | N/A | |||||
If Not Covered is inserted above opposite any specified Insuring Agreement or Coverage, such Insuring Agreement or Coverage and any other reference thereto in this bond shall be deemed to be deleted therefrom. |
|
TSB 5062 B (10/87)
Page 1 of 2
Item 5. | The liability of the Underwriter is subject to the terms of the following riders attached hereto: | |
SEE ATTACHED RIDER/ENDORSEMENT INDEX
| ||
Item 6. | The Insured by the acceptance of this bond gives notice to the Underwriter terminating or canceling prior bond(s) or policy(ies) No.(s) N/A, such termination or cancelation to be effective as of the time this bond becomes effective.
|
Countersigned By: |
||
Authorized Representative |
TSB 5062 B (10/87)
Page 2 of 2
The Underwriter, in consideration of an agreed premium, and in reliance upon all statements made and information furnished to the Underwriter by the Insured in applying for this bond, and subject to the Declarations, Insuring Agreements, General Agreements, Conditions and Limitations and other terms hereof, agrees to indemnify the Insured for:
INSURING AGREEMENTS
TSB 5062b Ed. 1/87 (04/09) | FIB14 Page 2 of 10 |
GENERAL AGREEMENTS
TSB 5062b Ed. 1/87 (04/09) | FIB14 Page 3 of 10 |
CONDITIONS AND LIMITATIONS
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TSB 5062b Ed. 1/87 (04/09) |
FIB14 Page 5 of 10 |
TSB 5062b Ed. 1/87 (04/09) |
FIB14 Page 6 of 10 |
TSB 5062b Ed. 1/87 (04/09) |
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TSB 5062b Ed. 1/87 (04/09) |
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TSB 5062b Ed. 1/87 (04/09) |
FIB14 Page 9 of 10 |
IN WITNESS WHEREOF, the Underwriter has caused this Bond to be signed by its President and by its Secretary at Baltimore, Maryland, and to be countersigned on the Declarations by a duly authorized representative.
Attest | By | |||||||||
Corporate Secretary |
President |
TSB 5062b Ed. 1/87 (04/09) |
FIB14 Page 10 of 10 |
Rider/Endorsement Index |
Policy/Bond No. |
Eff. Date of |
Exp. Date of |
Eff. Date of |
Addl Prem. |
Return Prem. | |||||
FIB 6536279-01 |
03/01/2021 | 03/01/2022 | 03/01/2021 | ----- | ---- |
Policyholder/Name of Insured: SLR Capital Partners, LLC fka Solar Capital Partners, LLC
Form Name |
Form Number | Edition Date |
Endorsement No. | |||
Disclosure Statement |
U-GU-873-A CW | 06/11 | ||||
Notice of Disclosure For Agent & Broker Compensation |
U-GU-874-A CW | 06/11 | ||||
Important Notice In Witness Clause |
U-GU-319-F | 01/09 | ||||
Declarations |
TSB 5062 B | 10/87 | ||||
Bond |
TSB 5062- B | 01/87 | ||||
RICO Exclusion Amended Rider |
F251 | 06/05 | 01 | |||
Modifications Rider |
F253 | 06/05 | 02 | |||
Directors Exclusion Amended Rider |
F258 | 06/05 | 03 | |||
Knowledge of Prior Dishonesty Rider |
F285 NY | 03/18 | 04 | |||
New York Amendatory Endorsement/Rider |
SR 6180 D NY | 07/09 | 05 | |||
Sanctions Exclusion Endorsement |
U-GU-1191-A CW | 03/15 | 06 | |||
Insuring Agreement (A) Fidelity Amended Rider |
F252 | 06/05 | 07 | |||
Audit and Claims Expense Insuring Agreement Added Rider |
F257 | 06/05 | 08 | |||
Cancellation Rider |
SR 5969a | 06/90 | 09 | |||
SEC - Sole Insured Cancellation Clause Rider |
SR 5834 D | 05/11 | 10 | |||
SEC - Joint Insured Cancellation Clause Rider |
SR 5971 A | 10/87 | 11 | |||
Named Insured Endorsement/Rider |
U-FIB-1009-C CW | 11/08 | 12 | |||
Uncollectible Items of Deposit |
N-FIBM-1158N CW | 02/15 | 13 | |||
Stop Payment Order Insuring Agreement Added |
N-FIBM-1050N CW | 10/17 | 14 | |||
Protected Information Exclusion Added |
N-FIBM-1047N CW | 11/17 | 15 | |||
Unauthorized Signature Insuring Agreement Added |
N-FIBM-1053N CW | 01/16 | 16 | |||
Fraudulent Transfer Instructions Insuring Agreement Added |
N-FIBM-1068N CW | 09/16 | 17 | |||
Definition of Employee Amended Rider |
U-FIB-MAN-A CW | 01/17 | 18 |
U-FIB-1022-B CW (10/08)
Page 1 of 1
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Includes copyrighted material of Surety & Fidelity Association of America, with its permission.
Rider # 01
RICO Exclusion Amended Rider |
Bond No. |
Eff. Date of Bond |
Exp. Date of Bond |
Eff. Date of Rider |
Addl Prem. |
Return Prem. | |||||
FIB 6536279-01 |
03/01/2021 | 03/01/2022 | 03/01/2021 | ---- | ---- |
Name of Insured: SLR Capital Partners, LLC fka Solar Capital Partners, LLC
THIS RIDER CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This rider modifies insurance provided under the:
Financial Institution Bond
It is agreed that:
1. | If the bond to which this rider is attached is a Financial Institution Bond, Standard Form No. 14, Item (j) of Section 2. EXCLUSIONS is deleted and replaced by the following: |
(j) | damages resulting from any civil, criminal or other legal proceeding in which the Insured is adjudicated to have engaged in racketeering activity except when the Insured establishes that the act or acts giving rise to such damages were committed by an Employee under circumstances which result directly in a loss to the Insured covered by Insuring Agreement (A). For the purposes of this exclusion, racketeering activity is defined in 18 United States Code 1961 et seq., as amended; |
2. | If the bond to which this rider is attached is a Financial Institution Bond, Standard Form No. 25, Item (t) of Section 2. EXCLUSIONS is deleted and replaced by the following: |
(t) | damages resulting from any civil, criminal or other legal proceeding in which the Insured is adjudicated to have engaged in racketeering activity except when the Insured establishes that the act or acts giving rise to such damages were committed by an Employee under circumstances which result directly in a loss to the Insured covered by Insuring Agreement (A). For the purposes of this exclusion, racketeering activity is defined in 18 United States Code 1961 et seq., as amended; |
ALL OTHER TERMS AND CONDITIONS OF THE BOND SHALL APPLY AND REMAIN UNCHANGED.
F251 (06/05)
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Rider # 02
Modifications Rider |
Bond No. |
Eff. Date of Bond |
Exp. Date of Bond |
Eff. Date of Rider |
Addl Prem. |
Return Prem. | |||||
FIB 6536279-01 |
03/01/2021 | 03/01/2022 | 03/01/2021 | ---- | ---- |
Name of Insured: SLR Capital Partners, LLC fka Solar Capital Partners, LLC
THIS RIDER CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This rider modifies insurance provided under the:
Financial Institution Bond
It is agreed that:
1. | Items (1)(d) and (e) of Insuring Agreement (E) SECURITIES are deleted and replaced by the following: |
(d) | Instruction; or |
(e) | Statement of Uncertificated Security; |
2. | Item (w) of Section 2. EXCLUSIONS is deleted. |
3. | Item (o) of Section 1. DEFINITIONS is deleted and replaced by the following: |
(o) | Property means Money, Certificated Securities, Uncertificated Securities, Negotiable Instruments, Certificates of Deposit, documents of title, Acceptances, Evidences of Debt, security agreements, Withdrawal Orders, certificates of origin or title, Letters of Credit, insurance policies, abstracts of title, deeds and mortgages on real estate, revenue and other stamps, tokens, unsold state lottery tickets, books of account and other records whether recorded in writing or electronically, gems, jewelry, precious metals of all kinds and in any form, and tangible items of personal property which are not hereinbefore enumerated. |
4. | Insuring Agreement (F) COUNTERFEIT CURRENCY is deleted and replaced by the following: |
COUNTERFEIT CURRENCY
(F) | Loss resulting directly from the receipt by the Insured, in good faith, of any Counterfeit Money. |
5. | General Agreement B. ADDITIONAL OFFICES OR EMPLOYEES - CONSOLIDATION, MERGER OR PURCHASE OF ASSETS - NOTICE is amended by adding a final paragraph as follows: |
If the Insured shall, while this bond is in force, consolidate or merge with, or purchase or acquire assets or liabilities of, another institution, and if the conditions in the above paragraph are not fulfilled, then the Insured shall have such coverage as is afforded under this bond for loss which:
(a) | is incurred or sustained, due to any act or acts committed by any person or persons, whether or not Employees of the Insured, after the effective date of such consolidation, merger or purchase or acquisition of assets or liabilities, and |
(b) | is discovered prior to the expiration of 60 days after the effective date of such consolidation, merger or purchase or acquisition of assets or liabilities, or if the bond is terminated or canceled as an entirety prior to the expiration of the said 60 days, prior to the termination or cancelation of the bond, and |
(c) | occurs in the offices or premises, or is caused by an employee or employees of the institution acquired by the Insured as a result of such consolidation, merger or purchase or acquisition of assets or liabilities. |
F253 (06/05)
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6. | The second paragraph of General Agreement D. REPRESENTATION OF INSURED is deleted and replaced by the following: |
Any intentional misrepresentation, omission, concealment or incorrect statement of a material fact, in the application or otherwise, shall be grounds for the rescission of this bond.
7. | Items (a) and (b) of Section 5. NOTICE/PROOF - LEGAL PROCEEDINGS AGAINST UNDERWRITER are deleted and replaced by the following: |
(a) | At the earliest practicable moment, not to exceed 60 days, after discovery of loss, the Insured shall give the Underwriter notice of any loss of the kind covered by the terms of this bond, whether or not the Underwriter is liable therefor, if: |
(1) | the loss is of the type which may be covered by Insuring Agreement (A) and is equal to or greater than 25% of the Deductible Amount applicable to Insuring Agreement (A), |
(2) | the loss is of the type which may be covered by an Insuring Agreement other than Insuring Agreement (A) and is equal to or greater than 50% of the Deductible Amount applicable to such Insuring Agreement. |
The Insured shall upon the request of the Underwriter file with it a brief statement giving the particulars concerning such loss.
(b) | Within 6 months after discovery of loss as described in (a) above, the Insured shall furnish to the Underwriter proof of loss, duly sworn to, with full particulars. |
8. | The second paragraph of Section 11. DEDUCTIBLE AMOUNT is deleted in its entirety. |
ALL OTHER TERMS AND CONDITIONS OF THE BOND SHALL APPLY AND REMAIN UNCHANGED.
F253 (06/05)
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Rider # 03
Directors Exclusion Amended Rider |
Bond No. |
Eff. Date of Bond |
Exp. Date of Bond |
Eff. Date of Rider |
Addl Prem. |
Return Prem. | |||||
FIB 6536279-01 |
03/01/2021 | 03/01/2022 | 03/01/2021 | ---- | ---- |
Name of Insured: SLR Capital Partners, LLC fka Solar Capital Partners, LLC
THIS RIDER CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This rider modifies insurance provided under the:
Financial Institution Bond
It is agreed that:
Item (d) of Section 2. EXCLUSIONS is deleted and replaced by the following:
(d) | loss resulting directly or indirectly from any act or acts of any person who is a member of the Board of Directors of the Insured or a member of any equivalent body by whatsoever name known unless |
(1) | such person is also an Employee or an elected official of the Insured in some other capacity; or |
(2) | is performing acts coming within the scope of the usual duties of an Employee, |
nor, in any event, loss resulting from the act or acts of any person while acting in the capacity of a member of such Board or equivalent body;
ALL OTHER TERMS AND CONDITIONS OF THE BOND SHALL APPLY AND REMAIN UNCHANGED.
F258 (06/05)
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Rider # 04
RIDER |
This rider forms a part of and is issued by the Underwriter of the bond numbered below.
If this form is issued concurrently with the bond, this Attaching Clause need not be completed.
To be attached to and form part of Bond No. FIB 6536279-01 Effective Date 03/01/2021
KNOWLEDGE OF PRIOR DISHONESTY NEW YORK
It is agreed that:
The following is added to Section 2. EXCLUSIONS:
loss resulting directly or indirectly from the dishonest or fraudulent acts of an Employee if any Insured, or any director or officer of an Insured who is not in collusion with such person, knows, or knew at any time, of any dishonest or fraudulent act committed by such person at any time, whether in the employment of the Insured or otherwise, whether or not of the type covered under Insuring Agreement (A), against the Insured or any other person or entity and without regard to whether the knowledge was obtained before or after the commencement of this bond. Provided, however, that this exclusion does not apply to loss of any Property already in transit in the custody of such person at the time such knowledge was obtained or to loss resulting directly from dishonest or fraudulent acts occurring prior to the time such knowledge was obtained.
This exclusion does not apply to an Employee whose dishonest or fraudulent act was committed prior to becoming employed by the Insured and which resulted in the Employees criminal conviction if, after learning about the Employees past criminal conviction, the Insured made a determination to hire or retain the Employee utilizing the factors set out in New York Correction Law Article 23-A. The provisions of Correction Law Article 23-A do not supersede any other statute or regulation that governs the insured financial institutions ability to employ someone with a prior criminal conviction or convictions, or that sets forth criteria relating to the circumstances under which the insured financial institution may employ such ex-offenders.
F285-NY KNOWLEDGE OF PRIOR DISHONESTY RIDER | Page 1 of 1 | |
FOR USE WITH FINANCIAL INSTITUTION BOND, | ||
STANDARD FORM NOS. 14, 15, 24 AND 25. | ||
EDITION MARCH, 2018 |
Includes copyrighted material of The Surety Association of America, with its permission
Copyright, The Surety Association of America, 2005
Rider # 05
New York Amendatory Endorsement/Rider |
Policy/Bond No. |
Eff. Date of Policy/Bond |
Exp. Date of Policy/Bond |
Eff. Date of |
Addl Prem. |
Return Prem. | |||||
FIB 6536279-01 |
03/01/2021 | 03/01/2022 | 03/01/2021 | ---- | ---- |
Policyholder/Name of Insured: SLR Capital Partners, LLC fka Solar Capital Partners, LLC
THIS ENDORSEMENT/RIDER CHANGES THE POLICY/BOND. PLEASE READ IT CAREFULLY.
This endorsement/rider modifies insurance provided under the:
Financial Institution Bond
It is agreed that:
1. | Part (a) of the section entitled Termination or Cancelation of this bond/policy is deleted and cancelation of this bond/policy by the Underwriter/Company is subject to the following provisions: |
a. | If this bond/policy has been in effect for 60 days or less, the underwriter/company may cancel this bond/policy by mailing or delivering to the first named Insured written notice of cancelation at least: |
(1) | 20 days before the effective date of cancelation if the underwriter/company cancels for any reason not included in paragraph (2) below. |
(2) | 15 days before the effective date of cancelation if the underwriter/company cancels for any of the following reasons: |
(i) | Nonpayment of premium provided, however, that a notice of cancelation for this reason shall inform the Insured of the amount due; |
(ii) | Conviction of a crime arising out of acts increasing the hazard insured against; |
(iii) | Discovery of fraud or material misrepresentation in the obtaining of the bond/policy or in the presentation of a claim; |
(iv) | After issuance of the bond/policy or after the last renewal date, discovery of an act or omission, or a violation of a bond/policy condition, that substantially and materially increases the hazard insured against, and that occurred subsequent to inception of the current bond/policy period; |
(v) | Material physical change in the property insured, occurring after issuance or last annual renewal anniversary date of the bond/policy, that results in the property becoming uninsurable in accordance with our objective, uniformly applied underwriting standards in effect at the time the bond/policy was issued or last renewed; or material change in the nature or extent of the risk, occurring after issuance or last annual renewal anniversary date of the bond/policy, that causes the risk of loss to be substantially and materially increased beyond that contemplated at the time the bond/policy was issued or last renewed; |
(vi) | Required pursuant to a determination by the Superintendent that continuation of our present premium volume would jeopardize our solvency or be hazardous to the interest of our policyholders, our creditors or the public; |
(vii) | A determination by the Superintendent that the continuation of the bond/policy would violate, or would place us in violation of, any provision of the Insurance Code; or |
SR 6180 D NY (07/09)
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(viii) | Where the underwriter/company has reason to believe, in good faith and with sufficient cause, that there is a probable risk of danger that an insured will destroy, or permit to be destroyed, the insured property for the purpose of collecting the insurance proceeds. If the underwriter/company cancels for this reason, the first named Insured may make a written request to the Insurance Department, within 10 days of receipt of this notice, to review the cancelation decision. Also, the underwriter/company will simultaneously send a copy of the cancelation notice to the Insurance Department. |
b. | If this bond/policy has been in effect for more than 60 days, or if this bond/policy is a renewal or continuation of a bond/policy the underwriter/company issued, the underwriter/company may cancel only for any of the reasons listed in paragraph 2. above, provided the underwriter/company mails the first named Insured written notice at least 15 days before the effective date of cancelation. If cancelation is for nonpayment of premium, the notice of cancelation shall inform the Insured of the amount due. |
c. | The underwriter/company will mail or deliver notice, including the reason for cancelation, to the first named Insured at the address shown in the bond/policy and to the authorized agent or broker. |
d. | If this bond/policy is canceled, the underwriter/company will send the first named Insured any premium refund due. If the underwriter/company cancels, the refund will be pro rata. If the first named Insured cancels, the refund may be less than pro rata. However, when the premium is advanced under a premium finance agreement, the cancelation refund will be pro rata. Under such financed policies, the underwriter/company will be entitled to retain a minimum earned premium of 10% of the total premium or $60, whichever is greater. The cancelation will be effective even if the underwriter/company has not made or offered a refund. |
e. | If one of the reasons for cancelation in paragraph a.(2) exists, the underwriter/company may cancel this entire bond/policy, even if the reason for cancelation pertains only to a new coverage or endorsement initially effective subsequent to the original issuance of this bond/policy. |
2. | Renewal or nonrenewal of this bond/policy by the Underwriter/Company is subject to the following provisions: |
a. | If the underwriter/company decides not to renew this bond/policy, it will send notice as provided in paragraph c. below. |
b. | If the underwriter/company conditionally renews this bond/policy subject to a change of limits, change in type of coverage, reduction of coverage, increased deductible, addition of exclusion, or increased premiums in excess of 10% (exclusive of any premium increase due to insured value added, increased exposure units, or as a result of experience rating, loss rating, retrospective rating or audit) the underwriter/company will send notice as provided in paragraph c. below. |
c. | If the underwriter/company decides not to renew this bond/policy, or to conditionally renew this bond/policy as provided in paragraph 2.b. above, the underwriter/company will mail or deliver written notice to the first named Insured shown in the Declarations at least 60 days, but not more than 120 days, before the expiration date of the bond/policy or, the anniversary date if this is a continuous bond/policy. |
d. | Notice will be mailed or delivered to the first named Insured at the address shown in the bond/policy and to the authorized agent or broker. If notice is mailed, proof of mailing will be sufficient proof of notice. |
e. | Notice will include the availability of loss information and the specific reason(s) for nonrenewal or conditional renewal, including the amount of any premium increase for conditional renewal and a description of any other changes. |
f. | If the underwriter/company violates the provisions of paragraph c. above by sending the first named Insured an incomplete or late conditional renewal notice or a late nonrenewal notice: |
(1) | prior to the expiration date of the bond/policy, coverage will remain in effect at the same terms and conditions of this bond/policy at the lower of the current rates or the prior periods rates until 60 days after such notice is mailed or delivered, unless the first named Insured, during this 60 day period, has replaced the coverage or elects to cancel; provided, however, that if the insured elects to renew on the basis of a conditional renewal notice and the notice was provided at least thirty (30) days prior to the expiration date of this Policy, then the terms, conditions and rates set forth in the conditional renewal notice shall apply as of the renewal date; or |
(2) | on or after the expiration date of this bond/policy, coverage will remain in effect at the same terms and conditions of this bond/policy for another required bond/policy period, at the lower of the current rates or the prior periods rates, unless the first named Insured, during this additional required bond/policy period, has replaced the coverage or elects to cancel. |
SR 6180 D NY (07/09)
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g. | The underwriter/company need not send notice of nonrenewal or conditional renewal if the first named Insured, its authorized agent or broker or another insurer of the first named Insured mails or delivers notice that the bond/policy has been replaced or is no longer desired. |
ALL OTHER TERMS AND CONDITIONS OF THE POLICY/BOND SHALL APPLY AND REMAIN UNCHANGED.
SR 6180 D NY (07/09)
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Endorsement # 06
Sanctions Exclusion Endorsement |
Policy No. |
Eff. Date of Pol. |
Exp. Date of Pol. |
Eff. Date of End. |
Addl Prem. |
Return Prem. | |||||
FIB 6536279-01 |
03/01/2021 | 03/01/2022 | 03/01/2021 | ---- | ---- |
Policyholder: SLR Capital Partners, LLC fka Solar Capital Partners, LLC
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the:
Financial Institution Bond
It is agreed that:
The following exclusion is added to the policy to which it is attached and supersedes any existing sanctions language in the policy, whether included in an Exclusion Section or otherwise:
SANCTIONS EXCLUSION
Notwithstanding any other terms under this policy, we shall not provide coverage nor will we make any payments or provide any service or benefit to any insured, beneficiary, or third party who may have any rights under this policy to the extent that such cover, payment, service, benefit, or any business or activity of the insured would violate any applicable trade or economic sanctions law or regulation.
The term policy may be comprised of common policy terms and conditions, the declarations, notices, schedule, coverage parts, insuring agreement, application, enrollment form, and endorsements or riders, if any, for each coverage provided. Policy may also be referred to as contract or agreement.
We may be referred to as insurer, underwriter, we, us, and our, or as otherwise defined in the policy, and shall mean the company providing the coverage.
Insured may be referred to as policyholder, named insured, covered person, additional insured or claimant, or as otherwise defined in the policy, and shall mean the party, person or entity having defined rights under the policy.
These definitions may be found in various parts of the policy and any applicable riders or endorsements.
ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED.
U-GU-1191-A CW (03/15)
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Rider # 07
Insuring Agreement (A) Fidelity Amended Rider |
Bond No. |
Eff. Date of Bond |
Exp. Date of Bond |
Eff. Date of Rider |
Addl Prem. |
Return Prem. | |||||
FIB 6536279-01 |
03/01/2021 | 03/01/2022 | 03/01/2021 | ---- | ---- |
Name of Insured: SLR Capital Partners, LLC fka Solar Capital Partners, LLC
THIS RIDER CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This rider modifies insurance provided under the:
Financial Institution Bond
It is agreed that:
Insuring Agreement (A) FIDELITY is deleted and replaced by the following:
FIDELITY
(A) | Loss (including loss of Property) resulting directly from dishonest or fraudulent acts, including larceny and embezzlement, committed by an Employee acting alone or in collusion with others. |
Such dishonest or fraudulent acts must be committed by the Employee with the manifest intent:
(a) | to cause the Insured to sustain such loss, and |
(b) | to obtain financial benefit for the Employee and which, in fact, result in obtaining such benefit. |
As used in this Insuring Agreement, financial benefit does not include any employee benefits earned in the normal course of employment, including salaries, commissions, fees, bonuses, promotions, awards, profit sharing or pensions.
ALL OTHER TERMS AND CONDITIONS OF THE BOND SHALL APPLY AND REMAIN UNCHANGED.
F252 (06/05)
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Includes copyrighted material of Surety and Fidelity Association of America, with its permission.
Rider # 08
Audit and Claims Expense Insuring Agreement Added Rider |
Bond No. |
Eff. Date of Bond |
Exp. Date of Bond |
Eff. Date of Rider |
Addl Prem. |
Return Prem. | |||||
FIB 6536279-01 |
03/01/2021 | 03/01/2022 | 03/01/2021 | ---- | ---- |
Name of Insured: SLR Capital Partners, LLC fka Solar Capital Partners, LLC
THIS RIDER CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This rider modifies insurance provided under the:
Financial Institution Bond
It is agreed that:
1. | The attached bond is amended by adding an additional Insuring Agreement as follows: |
AUDIT AND CLAIMS EXPENSE
(1) | Reasonable expenses incurred by the Insured for audits or examinations required by State or Federal supervisory authorities to be conducted either by such authorities or by independent accountants by reason of the discovery of any valid and collectible loss under Insuring Agreement (A) FIDELITY, which loss exceeds the Deductible Amount applicable to such Insuring Agreement. |
(2) | Reasonable expenses necessarily incurred and paid by the Insured in preparing any valid and collectible claim for loss under Insuring Agreement (A) FIDELITY, which loss exceeds the Single Loss Deductible Amount applicable to such Insuring Agreement. |
2. | If the bond to which this rider is attached is a Financial Institution Bond, Standard Form Nos. 14 or 15, Item (u) of Section 2. EXCLUSIONS is deleted and replaced by the following; or |
if the bond to which this rider is attached is a Financial Institution Bond, Standard Form No. 25, Item (o) of Section 2. EXCLUSIONS is deleted and replaced by the following:
all fees, costs and expenses incurred by the Insured
(1) | in establishing the existence of or amount of loss covered under this bond, except to the extent covered under the Audit and Claims Expense Insuring Agreement; or |
(2) | as a party to any legal proceeding whether or not such legal proceeding exposes the Insured to loss covered by this bond; |
3. | The Single Loss Limit of Liability for the Audit and Claims Expense Insuring Agreement is limited to the amount shown in the Declarations or amendment thereto. $25,000/$5,000 |
ALL OTHER TERMS AND CONDITIONS OF THE BOND SHALL APPLY AND REMAIN UNCHANGED.
F257 (06/05)
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Includes copyrighted material of Surety and Fidelity Association of America, with its permission.
Rider # 09
RIDER
To be attached to and form part of Financial Institution Bond, Standard Form |
FIB 6536279-01 |
No. 14, No. in favor of SLR Capital Partners, LLC fka Solar Capital Partners, LLC
It is agreed that:
1. The Underwriter will mark its records to indicate that the National Association of Securities Dealers, Inc. is to be notified promptly concerning the cancelation or substantial modification of the attached bond, whether at the request of the Insured or the Underwriter, and will use its best efforts to so notify said Association but failure to so notify said Association shall not impair or delay the effectiveness of any such cancelation or modification.
2. This rider shall become effective as of 12:01 a.m. on 03/01/2021
SR 5969a | Page 1 of 1 |
Rider # 10
RIDER
To be attached to and form part of Financial Institution Bond, Standard Form |
FIB 6536279-01 |
No. 14, No. in favor of SLR Capital Partners, LLC fka Solar Capital Partners, LLC
It is agreed that:
1. The attached bond shall not be canceled as provided in parts (a) and (b) of the Termination or Cancelation Condition, or modified by rider, except after written notice shall have been given by the acting party to the affected party, and to the Securities and Exchange Commission, Washington, D.C., not less than sixty days prior to the effective date of such cancelation or modification.
2. This rider shall become effective when the bond becomes effective.
SR 5834d | Page 1 of 1 |
Rider # 11
SEC - Joint Insured Cancellation Clause Rider |
Bond No. |
Eff. Date of Bond |
Exp. Date of Bond |
Eff. Date of Rider |
Addl Prem. |
Return Prem. | |||||
FIB 6536279-01 |
03/01/2021 | 03/01/2022 | 03/01/2021 | ---- | ---- |
Name of Insured: SLR Capital Partners, LLC fka Solar Capital Partners, LLC
THIS RIDER CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This rider modifies insurance provided under the:
Financial Institution Bond
It is agreed that:
1. | The attached bond shall not be canceled or modified except after written notice shall have been given by the acting party to the affected party, and by the Underwriter to all registered management investment companies named as Insureds and to the Securities and Exchange Commission, Washington, D.C., not less than sixty days prior to the effective date of such cancelation or modification. |
2. | The Underwriter shall furnish each registered management investment company named as an Insured with (a) a copy of the bond and any amendment thereto, promptly after the execution thereof, (b) a copy of each formal filing of a claim under the bond by any other named Insured promptly after receipt thereof, and (c) notification of the terms of the settlement of each such claim prior to the execution of the settlement. |
ALL OTHER TERMS AND CONDITIONS OF THE BOND SHALL APPLY AND REMAIN UNCHANGED.
SR 5971 A (10/87)
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Includes copyrighted material of Surety and Fidelity Association of America, with its permission.
Rider # 12
Named Insured Endorsement/Rider |
Policy/Bond No. |
Eff. Date of Policy/Bon |
Exp. Date of Policy/Bond |
Eff. Date of Endorsement/Ride |
Addl Prem. | Return Prem. | |||||||||||
FIB 6536279 01 |
03/01/2021 | 03/01/2022 | 03/01/2021 |
Policyholder/Name of Insured: SLR Capital Partners, LLC fka Solar Capital Partners, LLC
THIS ENDORSEMENT/RIDER CHANGES THE POLICY/BOND. PLEASE READ IT CAREFULLY.
This endorsement/rider modifies insurance provided under the:
Financial Institution Bond
It is agreed that:
The Insured under the attached bond/policy are as follows:
SLR Capital Partners, LLC fka Solar Capital Partners, LLC
SLR Capital Management, LLC (f/k/a Solar Capital Management, LLC)
SLR Investment Corp. (f/k/a Solar Capital Ltd.)
SLR Senior Investment Corp (f/k/a Solar Senior Capital Ltd.)
SCP Private Credit Income BDC, LLC
SLR HC BDC LLC
ALL OTHER TERMS AND CONDITIONS OF THE POLICY/BOND SHALL APPLY AND REMAIN UNCHANGED.
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Includes copyrighted material of Surety & Fidelity Association of America, with its permission.
U FIB 1009 C CW (11/08)
Page 1 of 1
Rider # 13
UNCOLLECTIBLE ITEMS OF DEPOSIT |
Policy/Bond No. |
Eff. Date of Policy/Bond |
Exp. Date of Policy/Bond |
Eff. Date of Endorsement/Rider |
Addl Prem. | Return Prem. | |||||
FIB 6536279-01 |
03/01/2021 | 03/01/2022 | 03/01/2021 | ---- | ---- |
Policyholder/Name of Insured: SLR Capital Partners, LLC fka Solar Capital Partners, LLC
THIS ENDORSEMENT/RIDER CHANGES THE POLICY/BOND. PLEASE READ IT CAREFULLY.
This endorsement/rider modifies insurance provided under the:
Financial Institution Bond
It is agreed that:
UNCOLLECTIBLE ITEMS OF DEPOSIT
a. | We will pay for loss resulting directly from your having credited a customers account on the faith of any item of deposit which proves to be uncollectible, provided the crediting of such account causes: |
(1) | Dividends to be paid; |
(2) | Shares to be issued; or |
(3) | Redemptions or withdrawals to be made; |
from an account of an investment company.
b. | The following condition is precedent to coverage under this Insuring Agreement: |
After processing items of deposit for collection, you must wait the minimum number of days shown in the Declarations before paying any dividends, issuing any shares or permitting any redemptions or withdrawals with regard to such items of deposit. $100,000/$5,000
c. | Items of deposit shall not be deemed uncollectible until after your collection procedures have failed. |
ALL OTHER TERMS AND CONDITIONS OF THE POLICY/BOND SHALL APPLY AND REMAIN UNCHANGED.
For use with Form 14
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N-FIBM-1158N CW (02/15) | ||||||||
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Includes copyrighted material of Insurance Services Office, Inc. with its permission. |
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Includes copyrighted material of Surety & Fidelity Association of America, with its permission.
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Rider # 14 |
Stop Payment Order Insuring Agreement Added
This rider forms a part of and is issued by the Underwriter of the bond numbered below.
If this form is issued concurrently with the bond, this Attaching Clause need not be completed. | ||||
To be attached to and form part of Bond No. FIB 6536279-01 | Effective Date 03/01/2021 |
It is agreed that:
The following Insuring Agreement is added to the above Bond:
I. | STOP PAYMENT ORDER |
Loss which the Insured shall become legally obligated to pay a customer or authorized representative of such customer for damages due to the Insureds
(1) | failure to comply with any notice from any customer of the Insured or any authorized representative of such customer to stop payment of any Negotiable Instrument made or drawn by such customer; or |
(2) | refusal to pay any Negotiable Instrument made or drawn by a customer of the Insured; or |
Damages under subparagraph (2) above shall not include the amount of any Negotiable Instrument in question, nor any amounts paid to the payee, endorser or accommodation party of such Negotiable Instrument.
I. | Liability of the Underwriter under this Insuring Agreement shall be a part of, not in addition to, the Aggregate Limit of Liability of this Bond. |
II. | The Single Loss Limit of Liability and Single Loss Deductible applicable to loss under this Insuring Agreement are set forth as follows: |
a. | Single Loss Limit of Liability: $100,000 |
b. | Single Loss Deductible: $5,000 |
14 Rider | N-FIBM-1050N CW (10/17) Page 1 of 1 | |||
Copyright The Surety & Fidelity Association of America, 2011 |
Endorsement # 15 |
Protected Information Exclusion Added
This rider forms a part of and is issued by the Underwriter of the bond numbered below.
If this form is issued concurrently with the bond, this Attaching Clause need not be completed. | ||||
To be attached to and form part of Bond No. FIB 6536279-01 | Effective Date 03/01/2021 |
It is agreed that:
1. | Coverage shall not apply to any loss resulting directly or indirectly from the: (a) theft, disappearance or destruction of; (b) unauthorized use or disclosure of; (c) unauthorized access to; or (d) failure to protect any: |
(i) confidential or non-public; or
(ii) personal or personally identifiable;
information that any person or entity has a duty to protect under any law, rule or regulation, any agreement or any industry guideline or standard.
This exclusion shall not apply to loss of money, securities or tangible property covered pursuant to Section 10. OWNERSHIP that was the subject of a theft, disappearance, damage or destruction resulting directly from the unauthorized use or disclosure of such information.
2. | Nothing contained here shall be held to vary, alter, waive or extend any of the terms, limitations, conditions, or agreements of the attached bond other than as above stated. |
14 Rider | N-FIBM-1047N CW (11/17) Page 1 of 1 | |||
Copyright The Surety & Fidelity Association of America, 2011 |
Endorsement # 16 |
Unauthorized Signature Insuring Agreement Added
This rider forms a part of and is issued by the Underwriter of the bond numbered below.
If this form is issued concurrently with the bond, this Attaching Clause need not be completed. | ||||
To be attached to and form part of Bond No. FIB 6536279-01 | Effective Date 03/01/2021 |
It is agreed that:
The attached bond is amended by adding an additional Insuring Agreement as follows:
I. | UNAUTHORIZED SIGNATURES |
Loss resulting directly from the Insured having accepted, paid or cashed any checks or Withdrawal Orders made or drawn on a customers account which bears the signature or endorsement of one other than a person whose name and signature is on file with the insured as an authorized signatory on such account.
II. | In addition to the Conditions and Limitations set forth in the bond, the following provisions are applicable to this UNAUTHORIZED SIGNATURES Insuring Agreement: |
A. | It shall be a condition precedent to the Insureds right of recovery under this UNAUTHORIZED SIGNATURES Insuring Agreement that the Insured shall have on file signatures of all persons who are authorized signatories on a customers account. |
B. | The aggregate Limit of Liability applicable to this UNAUTHORIZED SIGNATURES Insuring Agreement is one hundred thousand dollars ($100,000) Dollars excess of the Single Loss Deductible Amount of five thousand dollars ($5,000). Such limit is part of and not in addition to the Limit of Liability shown in the Declarations. |
14 Rider | N-FIBM-1053N CW (01/16) Page 1 of 1 | |||
Copyright The Surety & Fidelity Association of America, 2011 |
Endorsement # 17 |
Fraudulent Transfer Instructions Insuring Agreement Added
(Other Verification Procedure, Aggregate Limit)
This rider forms a part of and is issued by the Underwriter of the bond numbered below.
If this form is issued concurrently with the bond, this Attaching Clause need not be completed. | ||||
To be attached to and form part of Bond No. FIB 6536279-01 | Effective Date 03/01/2021 |
1. | It is agreed that the following Insuring Agreement is added to the above Bond: |
FRAUDULENT TRANSFER INSTRUCTIONS
Loss resulting directly from the Insured having, in good faith, transferred Money on deposit in a Customers account, or a Customers Certificated Securities, in reliance upon a fraudulent instruction transmitted to the Insured via telefacsimile, telephone, or electronic mail; provided, however that
(1) The fraudulent instruction purports, and reasonably appears, to have originated from:
(a) such Customer,
(b) an Employee acting on instructions of such Customer; or
(c) another financial institution acting on behalf of such Customer with authority to make such instructions; and
(2) The sender of the fraudulent instruction verified the instruction with the password, PIN, or other security code of such Customer; and
(3) The sender was not, in fact, such Customer, was not authorized to act on behalf of such Customer, and was not an Employee of the Insured; and
(4) The instruction was received by an Employee of the Insured specifically authorized by the Insured to receive and act upon such instructions; and
(5) For any transfer exceeding the amount set forth in item 9 of this Rider, the Insured verified the instruction via a call back to a predetermined telephone number set forth in the Insureds Written agreement with such Customer or other verification procedure approved in writing by the Underwriter; and
(6) The Insured preserved a contemporaneous record of the call back, if any, and of the instruction which verifies use of the authorized password, PIN or other security code of the Customer.
2. | As used in this Rider, Customer means a natural person or entity which has a Written agreement with the Insured authorizing the Insured to transfer Money on deposit in an account or Certificated Securities in reliance upon instructions transmitted to the Insured via the means utilized to transmit the fraudulent instruction. |
3. | It shall be a condition precedent to coverage under this Insuring Agreement that the Insured assert any available claims, offsets or defenses against such Customer, any financial institution or any other party to the transaction. |
4. | The following additional Exclusions are added to the Bond applicable only to this Insuring Agreement: |
Copyright The Surety & Fidelity Association of America, 2011 | ||||
N-FIBM-1068N CW (09/16) Page 1 of 2 |
(a) loss resulting directly or indirectly from a fraudulent instruction if the sender, or anyone acting in collusion with the sender, ever had authorized access to such Customers password, PIN or other security code; and
(b) loss resulting directly or indirectly from the fraudulent alteration of an instruction to initiate an automated clearing house (ACH) entry, or group of ACH entries, transmitted as an electronic message, or as an attachment to an electronic message, sent via the lnternet, unless:
(1) each ACH entry was individually verified via the call back procedure without regard to the amount of the entry; or
(2) the instruction was formatted, encoded or encrypted so that any alteration in the ACH entry or group of ACH entries would be apparent to the Insured.
5. | Liability of the Underwriter under this Insuring Agreement shall be a part of, not in addition to, the Aggregate Limit of Liability of this Bond. |
6. | For purposes of this Insuring Agreement, all loss or losses involving one natural person or entity, or one group of natural persons or entities acting together, shall be a Single Loss without regard to the number of transfers or the number of instructions involved. A series of losses involving unidentified natural persons or entities but arising from the same method of operation shall be deemed to involve the same natural person or entity and shall be treated as Single Loss. |
7. | The Single Loss Limit of Liability and Single Loss Deductible applicable to loss under this Insuring Agreement are set forth in the Declarations. |
8. | Item 3. of the Declarations Page is amended to include the following: |
The Aggregate Liability of the Underwriter during the Bond Period for Loss covered under the FRAUDULENT TRANSFER INSTRUCTIONS shall be: $5,000,000
9. | The amount of any single transfer for which verification via a call back will be required is: : $25,000 |
N-FIBM-1068N CW (09/16) | Copyright The Surety & Fidelity Association of America, 2011 | Page 2 of 2 |
Endorsement # 18
Definition of Employee Amended Rider |
(Investment Company)
Bond No. |
Eff. Date of Bond |
Exp. Date of Bond |
Eff. Date of Rider |
Addl Prem. |
Return Prem. | |||||
FIB 6536279-01 |
03/01/2021 | 03/01/2022 | 03/01/2021 | ---- | ---- |
Name of lnsured: SLR Capital Partners, LLC fka Solar Capital Partners, LLC
THIS RIDER CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This rider modifies insurance provided under the:
Financial Institution Bond
It is agreed that:
1. | The definition of Employee in Section 1. DEFINITIONS is amended to include the following: |
(e) | Employee means |
(1) | a natural person in the service of the Insured at any of the Insureds offices or premises covered hereunder whom the Insured compensates directly by salary or commission and whom the Insured has the right to direct and control while performing services for the Insured; |
(2) | an attorney retained by the Insured and an employee of such attorney while either is performing legal services for the Insured |
(3) | a person provided by an employment contractor to perform employee duties for the Insured under the Insureds supervision at any of the Insureds offices or premises covered hereunder; and a guest student pursuing studies or duties in any of said offices or premises; |
(4) | an employee of an institution merged or consolidated with the Insured prior to the effective date of this bond; |
(5) | each natural person, partnership or corporation authorized by the Insured to perform services as data processor of checks or other accounting records of the Insured (not including preparation or modification of computer software or programs), herein called Processor. (Each such Processor, and the partners, officers and employees of such Processor shall, collectively, be deemed to be one Employee for all the purposes of this bond, excepting, however, the second paragraph of Section 12. A Federal Reserve Bank or clearing house shall not be construed to be a processor.); |
(6) | a Partner of the Insured, unless not covered as stated in Item 4 of the Declarations; |
(7) | each director or trustee of the Insured, the Investment Adviser, underwriter (distributor), transfer agent, or shareholder accounting record-keeper, or administrator authorized by written agreement to keep financial and/or other required records, but only while performing acts coming within the scope of the usual duties of an officer or Employee or while acting as a member of any committee duly elected or appointed to examine or audit or have custody of or access to the Property of the Insured; provided, that only directors and trustees of a transfer agent, shareholder accounting record-keeper or administrator which is an affiliated person, as defined in the Investment Company Act of 1940, of an Investment Company named as Insured or is an affiliated person of the adviser, underwriter or administrator of such Investment Company, and which is not a bank, shall be included within the definition of Employee; and |
(8) | each officer, partner or Employee of |
(a) | an Investment Adviser; |
(b) | an underwriter (distributor); |
(c) | a transfer agent or shareholder accounting record-keeper; or |
(d) | an administrator authorized by written agreement to keep financial and/or other required records, |
U-FIB-MAN-A CW (01/17)
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Includes copyrighted material of Surety and Fidelity Association of America, with its permission.
for an Investment Company named as Insured while performing acts coming within the scope of the usual duties of an officer or Employee of any Investment Company named as Insured herein, or while acting as a member of any committee duly elected or appointed to examine or audit or have custody of or access to the Property of any such Investment Company; provided, that only officers, Employees or partners of a transfer agent, shareholder accounting record-keeper or administrator which is an affiliated person, as defined in the Investment Company Act of 1940, of an Investment Company named as Insured or is an affiliated person of the adviser, underwriter or administrator of such Investment Company, and which is not a bank, shall be included within the definition of Employee.
Employee does not mean any agent, broker, factor, commission merchant, consignee, independent contractor or representative or other person of the same general character not specified above.
2. | Section 1, Definitions is amended to include the following: |
Investment Adviser means any entity defined in §202(a)(11) of, and registered under, the Investment Advisers Act of 1940, as amended, but only while acting on behalf of the Insured.
Investment Company means an investment company registered under the Investment Company Act of 1940.
ALL OTHER TERMS AND CONDITIONS OF THE BOND SHALL APPLY AND REMAIN UNCHANGED.
U-FIB-MAN-A CW (01/17)
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Includes copyrighted material of Surety and Fidelity Association of America, with its permission.
EXHIBIT B
CERTIFICATE OF THE SECRETARY
The undersigned, Richard L. Peteka, Chief Financial Officer, Treasurer and Secretary of SLR Investment Corp., a Maryland corporation (the Corporation), does hereby certify that:
1. This certificate is being delivered to the Securities and Exchange Commission (the SEC) in connection with the filing of the Corporations fidelity bond (the Bond) pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended, and the SEC is entitled to rely on this certificate for purposes of the filing.
2. The undersigned is the duly elected, qualified and acting Chief Financial Officer, Treasurer and Secretary of the Corporation, and has custody of the corporate records of the Corporation and is a proper officer to make this certification.
3. Attached hereto is a copy of the resolutions approved by the Board of Directors of the Corporation, including a majority of the Board of the Directors who are not interested persons of the Corporation, approving the amount, type, form and coverage of the Bond.
4. Premiums have been paid for the period March 1, 2021 to March 1, 2022.
IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed this 2nd day of August, 2021.
/s/ Richard L. Peteka |
Richard L. Peteka |
Chief Financial Officer, Treasurer and Secretary |
Approval of Annual Fidelity Bond Renewal
WHEREAS, Section 17(g) of the Investment Company Act of 1940, as amended (the 1940 Act), and Rule 17g-1(a) thereunder, require each business development company (BDC), such as Solar Capital Ltd. (the Company) to provide and maintain a bond which shall be issued by a reputable fidelity insurance company, authorized to do business in the place where the bond is issued, to protect the BDC against larceny and embezzlement, covering each officer and employee of the BDC who may singly, or jointly with others, have access to the securities or funds of the BDC, either directly or through authority to draw upon such funds of, or to direct generally, the disposition of such securities, unless the officer or employee has such access solely through his position as an officer or employee of a bank (each, a covered person); and
WHEREAS, Rule 17g-1 specifies that the bond may be in the form of (i) an individual bond for each covered person, or a schedule or blanket bond covering such persons, (ii) a blanket bond which names the Company as the only insured, or (iii) a bond which names the Company and one or more other parties as insureds in a joint insured bond, as permitted by Rule 17g-1; and
WHEREAS, Rule 17g-1 requires that a majority of directors who are not interested persons of the BDC, as such term is defined under the 1940 Act (the Non-Interested Directors), approve periodically (but not less than once every 12 months) the reasonableness of the form and amount of the bond, with due consideration to the value of the aggregate assets of the Company to which any covered person may have access, the type and terms of the arrangements made for the custody and safekeeping of such assets, and the nature of securities and other investments to be held by the Company, and pursuant to factors contained in Rule 17g-1, which are described in the accompanying memorandum provided herewith; and
WHEREAS, under Rule 17g-1, the Company is required to make certain filings with the U.S. Securities and Exchange Commission (the Commission) and give certain notices to each member of the Companys Board of Directors (the Board) in connection with the bond, and designate an officer who shall make such filings and give such notices; and
WHEREAS, the Board, including all of the Non-Interested Directors, have considered the expected aggregate value of the securities and funds of the Company to which the Companys officers and employees may have access (either directly or through authority to draw upon such funds or to direct generally the disposition of such securities), the type and terms of the arrangements made for the custody of such securities and funds, the nature of securities and other investments to be held by the Company, the accounting procedures and controls of the Company, the nature and method of conducting the operations of the Company, the requirements of Section 17(g) of the 1940 Act and Rule 17g-1 thereunder, and all other factors deemed relevant by the Board, including the Non-Interested Directors;
NOW, THEREFORE, BE IT RESOLVED, that having considered the expected aggregate value of the securities and funds of the Company to which the Companys officers and employees may have access (either directly or through authority to draw upon such funds or to direct generally the disposition of such securities), the type and terms of the arrangements made for the custody of such securities and funds, the
nature of securities and other investments to be held by the Company, the accounting procedures and controls of the Company, the nature and method of conducting the operations of the Company, the requirements of Section 17(g) of the 1940 Act and Rule 17g-1 thereunder, and all other factors deemed relevant by the Board, including the Non-Interested Directors, the Board, including all of the Non-Interested Directors, determine that the amount, type, form, premium and coverage, covering the officers and employees of the Company and insuring the Company against loss from fraudulent or dishonest acts, including larceny and embezzlement, issued by Zurich Insurance/Fidelity and Deposit Company of Maryland to the Company, Solar Senior Capital Ltd., SCP Private Credit Income BDC LLC and SLR HC BDC LLC in the amount of $5,000,000 (the Joint Fidelity Bond) be, and hereby are approved; and
FURTHER RESOLVED, that the Board, including all of the Non-Interested Directors, have determined the portion of the premium to be paid by the Company be, and it hereby is, approved, taking all relevant factors into consideration including, but not limited to, the number of the other insured parties named as insureds, the nature of business activities of the other insured parties, the amount of the Joint Fidelity Bond and the amount of the premium for such Joint Fidelity Bond, the ratable allocation of the premium among the insureds, and the extent to which the share of the premium allocated to the Company is less than the premium the Company would have had to pay had such joint insured bond not been obtained; and
FURTHER RESOLVED, that the Authorized Officers of the Company be, and each of them hereby is, authorized and directed to cause the Company to pay its ratable allocation of the annual premium payable with respect to the Joint Fidelity Bond and to enter into and execute, on behalf of the Company, an agreement reflecting the provisions of the Joint Fidelity Bond and relating to the division of proceeds in the event of a joint fidelity loss, as required by Rule 17g-1(f) (the Joint Insured Bond Allocation Agreement); and
FURTHER RESOLVED, that the terms and conditions of the Joint Insured Bond Allocation Agreement, in substantially the form provided herewith, be, and hereby are, approved and adopted in all respects, with such amendments thereto as an Authorized Officer may approve, and with approval of such further amendments evidenced by their inclusion in the Joint Insured Bond Allocation Agreement; and
FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized to make filings with the Commission, in consultation with counsel to the Company, and to give notices as may be required, from time to time, pursuant to Rule 17g-1(g) and Rule 17g-1(h) under the 1940 Act; and
FURTHER RESOLVED, that the Companys Authorized Officers be, and each of them hereby is, authorized and directed to amend the Joint Fidelity Bond, in consultation with counsel to the Company, and to execute such other documents as he or she may deem necessary or appropriate to effect the intent of this resolution; and
FURTHER RESOLVED, that each of the Authorized Officers is hereby authorized in the name and on behalf of the Company, to make or cause to be made, and to execute and deliver, all such additional agreements, documents, instruments and certifications and to take all such steps, and to make all such payments, fees and remittances, as any one or more of such officers may at any time or times deem necessary or desirable in order to effectuate the purpose and intent of the foregoing resolutions; and
FURTHER RESOLVED, that any and all actions previously taken by the Company or any of its directors, officers or other employees in connection with the documents, and actions contemplated by the foregoing resolutions be, and they hereby are, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Company; and
FURTHER RESOLVED, that for the purposes of the foregoing resolutions, the Authorized Officers of the Company shall be the Co-Chief Executive Officers, the President, the Chief Operating Officer, and the Chief Financial Officer and Secretary (the Authorized Officers).
EXHIBIT C
AGREEMENT REGARDING THE ALLOCATION OF
FIDELITY BOND RECOVERIES
THIS AGREEMENT is made as of February 23, 2021, by and among Solar Capital Ltd., Solar Senior Capital Ltd., SCP Private Credit Income BDC LLC and SLR HC BDC LLC (each, an Insured, and, together, the Insureds), each acting on behalf of itself.
WHEREAS, each Insured is a closed-end management investment company which has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act); and
WHEREAS, each of the Insureds is named as an insured party under a joint fidelity bond (the Bond); and
WHEREAS, the Insureds desire to confirm the criteria by which recoveries under the Bond shall be allocated between the Insureds;
NOW, THEREFORE, it is agreed as follows:
1. | In the event that recovery is received under the Bond as a result of a loss sustained by more than one Insured, the following rules shall apply for determining the priorities for satisfaction of such claims under the Bond: |
a. | First, each Insured shall receive an equitable and proportionate share of the recovery, but at least equal to the amount it would have received had it provided and maintained a single insured bond with the minimum coverage required under Rule 17g-1(d)(1) under the 1940 Act; and |
b. | Second, the remaining amount of recovery, if any, shall then be applied to each claim of each Insured in proportion to the amount of the unreimbursed loss in excess of such minimums incurred by each Insured. |
2. | The obligations of an Insured under this Agreement are not binding upon any of the board members of an Insured or Insured shareholders individually, but are binding only with respect to the assets of that Insured. |
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the insured parties have caused this Agreement to be executed by their respective officers thereunto duly authorized.
SOLAR CAPITAL LTD. | ||
By: | /s/ Richard L. Peteka | |
Name: | Richard L. Peteka | |
Title: | Chief Financial Officer, Treasurer and Secretary | |
SOLAR SENIOR CAPITAL LTD. | ||
By: | /s/ Richard L. Peteka | |
Name: | Richard L. Peteka | |
Title: | Chief Financial Officer, Treasurer and Secretary | |
SCP PRIVATE CREDIT INCOME BDC LLC | ||
By: | /s/ Richard L. Peteka | |
Name: | Richard L. Peteka | |
Title: | Chief Financial Officer, Treasurer and Secretary | |
SLR HC BDC LLC | ||
By: | /s/ Richard L. Peteka | |
Name: | Richard L. Peteka | |
Title: | Chief Financial Officer, Treasurer and Secretary |
EXHIBIT D
I have examined the Fidelity Bond limit requirements, as prescribed in Rule 17g-1, for the parties insured under Zurich Insurance/Fidelity and Deposit Company of Maryland Bond No. FIB 6536279-01. This limits analysis is based upon the total asset value of each registrant as stated in the relevant renewal application.
The results of the analysis are as follows:
Registrant |
Asset value | Required Limit |
||||||
SLR Investment Corp. |
$ | 1,950,417,000 | $ | 1,500,000 | ||||
SLR Senior Investment Corp. |
$ | 654,224,000 | $ | 900,000 | ||||
SCP Private Credit Income BDC LLC |
$ | 254,688,000 | $ | 750,000 | ||||
SLR HC BDC LLC |
$ | 22,303,000 | $ | 250,000 | ||||
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Total Limit: | $ | 3,400,000 |
As you are aware, the limit under the current bond is $5,000,000. Therefore, according to these calculations, the bond amount is sufficient to meet requirements of Rule 17g-1.
Sincerely, |
/s/ Richard L. Peteka |
Richard L. Peteka |
Chief Financial Officer, Treasurer and Secretary |